[144] Capital One Financial SEC Filing

Rhea-AI Filing Summary

Capital One (COF) is the subject of a Form 144 notice reporting a proposed sale of 3,462 common shares through Morgan Stanley Smith Barney LLC Executive Financial Services on the NYSE with an aggregate market value of $727,989.36 and an approximate sale date of 08/12/2025.

The filing states these shares were acquired as performance shares from the issuer on 02/15/2025 with payment completed the same day. The form indicates Nothing to Report for securities sold in the past three months and includes the required attestation by the seller about material nonpublic information. The 3,462 shares are reported alongside the issuer's 639,517,306 outstanding shares, providing scale for the proposed sale.

Positive

• Disclosed proposed sale amount and broker: 3,462 common shares via Morgan Stanley Smith Barney LLC with aggregate value $727,989.36.
• No recent sales reported for the seller in the past three months ("Nothing to Report").
• Acquisition details provided: shares identified as performance shares acquired and paid on 02/15/2025, supporting transparency.

Negative

• Insider intends to sell shares: a proposed disposition of 3,462 common shares is reported, which some investors may view unfavorably.
• Sale involves recently acquired awards: the shares were performance awards dated 02/15/2025, indicating a prompt turnover of recently issued compensation.

Insights

Securities Analyst

TL;DR: A Form 144 discloses a planned sale of 3,462 Capital One common shares (performance awards) valued at $727,989, with no recent sales reported.

The filing transparently documents an insider's intent to sell shares received as performance compensation on 02/15/2025. The broker listed is Morgan Stanley Smith Barney LLC and the sale is slated for 08/12/2025 on the NYSE. With 639,517,306 shares outstanding, the quantity offered is immaterial to overall market capitalization, and there are no recorded sales by the same person in the prior three months. This notice is primarily a compliance disclosure and provides limited new information about company operations or financial performance.

Corporate Governance Expert

TL;DR: The filing reflects standard insider reporting for performance-share dispositions; it is procedural and not a material governance event.

The Form 144 lists the nature of acquisition as "Performance Shares" and records acquisition and payment dates, satisfying Rule 144 disclosure elements. The seller's attestation regarding material nonpublic information is included. Because the reported amount (3,462 shares) is small relative to total outstanding shares, the filing does not indicate a governance change or raise immediate regulatory concerns. It should be viewed as routine insider reporting rather than a material corporate development.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	3462	727989.36	639517306	08/12/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/15/2025	Performance Shares	ISSUER			3462	02/15/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Capital One (COF) Form 144 report?

The Form 144 reports a proposed sale of 3,462 common shares through Morgan Stanley Smith Barney LLC on the NYSE with aggregate market value $727,989.36 and approximate sale date 08/12/2025.

When were the shares acquired that are being sold according to the COF Form 144?

The shares were acquired as performance shares from the issuer on 02/15/2025 and payment was recorded as 02/15/2025.

Does the filing show other sales by the same person in the past three months?

No. The Form 144 lists "Nothing to Report" for securities sold during the past three months by the person for whose account the securities are to be sold.

How many shares does the issuer have outstanding according to the filing?

The filing lists 639,517,306 shares outstanding for the issuer.

Which broker is handling the proposed sale on the Form 144?

The broker named is Morgan Stanley Smith Barney LLC Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.